CSS Industries, Inc. (NYSE:CSS) announced today its results of operations for the three and six months ended September 30, 2011. During the second quarter of fiscal 2012, the Company sold its Cleo Christmas gift wrap business and is reporting the results of that business as discontinued operations.

Sales for the second quarter of fiscal 2012 increased 3.5% to $139,725,000 from $134,954,000 in the second quarter of fiscal 2011, primarily driven by higher sales of all occasion products. Income from continuing operations before income taxes for the second quarter of fiscal 2012 was $16,304,000 compared to $16,383,000 in the second quarter of fiscal 2011. In the current fiscal year, the Company began to charge incentive compensation expense to the periods in which profits are generated. Due to this change, pre-tax incentive compensation expense for the second quarter of fiscal 2012 was $1,879,000 higher than the second quarter of fiscal 2011. Income from continuing operations for the second quarter of fiscal 2012 was $10,314,000, or $1.06 per diluted share, versus $10,524,000, or $1.08 per diluted share, in the second quarter of the prior fiscal year. Net income for the second quarter of fiscal 2012 was $15,485,000, or $1.59 per diluted share, versus $8,465,000, or $0.87 per diluted share, in the second quarter of fiscal 2011.

Sales for the first half of fiscal 2012 increased 3.4% to $194,294,000 from $187,893,000 in the first half of fiscal 2011, with this increase primarily driven by higher sales of all occasion products. Income from continuing operations before income taxes for the first half of fiscal 2012 was $10,820,000, increasing 34% compared to the $8,070,000 in the prior year largely due to reduced selling, general and administrative expenses in the first half of fiscal 2012, which more than offset the $380,000 of higher incentive compensation expense in the fiscal 2012 period. Income from continuing operations for the first half of fiscal 2012 was $6,867,000, or $0.70 per diluted share, versus $5,193,000, or $0.54 per diluted share, in the first half of fiscal 2011. Net income for the first half of fiscal 2012 was $7,916,000, or $0.81 per diluted share, versus $2,728,000, or $0.28 per diluted share, in the first half of the fiscal 2011. The Company’s highly seasonal orientation has historically resulted in operating losses in the first and fourth quarters of the fiscal year and operating profits in the second and third quarters.

As previously announced, the Company, as part of a continuing review of its Cleo gift wrap business, approved a plan to close its manufacturing facility located in Memphis, Tennessee, with an exit to be completed by no later than December 31, 2011. The Company incurred pre-tax expenses of $364,000 associated with the approved plan during the second quarter of fiscal 2012. During the Company’s fiscal year ending March 31, 2012, the Company expects to incur pre-tax expenses of up to $9,000,000 (inclusive of the $5,540,000 and the $364,000 expensed in the first and second quarters of fiscal 2012, respectively), which costs primarily relate to cash expenditures for facility and staff costs (approximately $7,100,000) and non-cash asset write-downs that have already been recognized (approximately $1,900,000). During the second quarter of fiscal 2012, we paid $2,474,000 of cash related to these expenses and we expect to pay the remaining cash expenditures in the third and fourth quarters of fiscal 2012. We also expect to incur $1,070,000 in cash spending during fiscal 2012 relating to this plan that was expensed in fiscal 2011. These amounts remain subject to change due to uncertainty as to the final amount of facility exit and staff costs and other costs related to the closure of this manufacturing facility.

Also in the second quarter of fiscal 2012, the Company sold most of the remaining equipment located in Cleo’s Memphis, TN manufacturing facility to a third party for $825,000. The Company received these proceeds during the second quarter. These proceeds are included as an offset within the $9,000,000 of pre-tax expenses we expect to incur in our fiscal year ending March 31, 2012.

As previously announced in September 2011, the Company entered into an agreement for the sale of the Christmas gift wrap business and certain Cleo assets to Impact Innovations, Inc. (“Impact”). Under this agreement, Impact acquired the Christmas gift wrap portion of Cleo’s business and certain of Cleo’s assets relating to such business, including certain equipment, contract rights, customer lists, intellectual property and other intangible assets. Cleo’s remaining assets, including accounts receivable and inventory were excluded from the sale. Under this agreement, Cleo retained the right and obligation to fulfill all customer orders for Cleo Christmas gift wrap products for Christmas 2011. The purchase price was $7,500,000, of which $2,000,000 was paid to Cleo in cash at closing. The remainder of the purchase price was paid through the issuance by Impact of an unsecured subordinated promissory note, which provides for quarterly payments of interest at 7% and principal payments as follows: $500,000 on March 1, 2012; $2,500,000 on March 1, 2013; and all remaining principal and interest on March 1, 2014. This transaction resulted in a pre-tax gain to the Company of $5,849,000. During the fourth quarter of fiscal 2011, the Company recorded a noncash impairment charge of $11,051,000 as it determined that the fair value of the Cleo asset group was less than the carrying value.

As a result of the sale of its Cleo Christmas gift wrap business, the Company has reported Cleo operations, including the operating results of the business and all exit activities, as discontinued operations, as shown in the following table (amounts in thousands):

     
         
Discontinued Operations Fiscal Year 2012
First Second First

Quarter

Quarter

Half
Operating results $ (799 ) $ 1,643 $ 844
Exit costs (5,540 ) (364 ) (5,904 )
Exit costs - equipment sale - 825 825
Gain on sale of business to Impact   -     5,849     5,849  
Discontinued operations, before income taxes $ (6,339 ) $ 7,953 $ 1,614
Income tax expense (benefit)   (2,217 )   2,782     565  
Discontinued operations, net of taxes $ (4,122 ) $ 5,171   $ 1,049  
 
         
Discontinued Operations Fiscal Year 2011
First Second First

Quarter

Quarter

Half
Operating results, before income taxes $ (624 ) $ (3,163 ) $ (3,787 )
Income tax (benefit)   (218 )   (1,104 )   (1,322 )
Discontinued operations, net of taxes $ (406 ) $ (2,059 ) $ (2,465 )
 

CSS is a consumer products company primarily engaged in the design, manufacture, procurement, distribution and sale of seasonal and all occasion social expression products, principally to mass market retailers. These seasonal and all occasion products include decorative ribbons and bows, boxed greeting cards, gift tags, gift wrap, gift bags, gift boxes, gift card holders, decorative tissue paper, decorations, classroom exchange Valentines, floral accessories, Halloween masks, costumes, make-up and novelties, Easter egg dyes and novelties, craft and educational products, stickers, memory books, stationery, journals, note cards, infant and wedding photo albums, scrapbooks, and other gift items that commemorate life’s celebrations.

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 including, among others, statements reflecting the amount of cash expenditures and non-cash expenses the Company expects to incur in fiscal 2012 in connection with its plan to close the Memphis manufacturing facility, and the Company’s expectation that it will exit the Memphis facility by no later than December 31, 2011. Forward-looking statements are based on the beliefs of the Company’s management as well as assumptions made by and information currently available to the Company’s management as to future events and financial performance with respect to the Company’s operations. Forward-looking statements speak only as of the date made. The Company undertakes no obligation to update any forward-looking statements to reflect the events or circumstances arising after the date as of which they were made. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including without limitation, risks associated with the Company’s restructuring plan to close its Memphis manufacturing facility, including the risk that the cost of implementing the plan will exceed expectations, the risk that the expected benefits of the plan will not be realized and the risk that implementation of the plan will interfere with and aversely affect the Company’s operations, sales and financial performance; general market and economic conditions; increased competition (including competition from foreign products which may be imported at less than fair value and from foreign products which may benefit from foreign governmental subsidies); increased operating costs, including labor-related and energy costs and costs relating to the imposition or retrospective application of duties on imported products; currency risks and other risks associated with international markets; risks associated with acquisitions, including acquisition integration costs and the risk that the Company may not be able to integrate and derive the expected benefits from such acquisitions; the risk that customers may become insolvent, may delay payments or may impose deductions or penalties on amounts owed to the Company; costs of compliance with governmental regulations and government investigations; liability associated with non-compliance with governmental regulations, including regulations pertaining to the environment, Federal and state employment laws, and import and export controls and customs laws; and other factors described more fully in the Company’s annual report on Form 10-K for the fiscal year ended March 31, 2011 and elsewhere in the Company’s filings with the Securities and Exchange Commission. As a result of these factors, readers are cautioned not to place undue reliance on any forward-looking statements included herein or that may be made elsewhere from time to time by, or on behalf of, the Company.

CSS’ consolidated results of operations for the three and six months ended September 30, 2011 and 2010 and consolidated condensed balance sheets as of September 30, 2011, March 31, 2011 and September 30, 2010 follow:

CSS INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED RESULTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)

 
   
Three Months Ended Six Months Ended
September 30, September 30,
2011   2010 2011   2010
 
SALES $ 139,725 $ 134,954   $ 194,294 $ 187,893  
 
COSTS AND EXPENSES
Cost of sales 99,663 94,849 140,096 134,354
Selling, general and administrative expenses 23,528 23,360 43,087 44,886
Interest expense, net 111 384 154 593
Other expense, net   119   (22 )   137   (10 )
  123,421   118,571     183,474   179,823  
 
INCOME FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES 16,304 16,383 10,820 8,070
 
INCOME TAX EXPENSE   5,990   5,859     3,953   2,877  
 
INCOME FROM CONTINUING OPERATIONS 10,314 10,524 6,867 5,193
 
DISCONTINUED OPERATIONS, NET OF TAXES   5,171   (2,059 )   1,049   (2,465 )
 
NET INCOME $ 15,485 $ 8,465   $ 7,916 $ 2,728  
 
NET INCOME PER COMMON SHARE
Basic:
Continuing operations $ 1.06 $ 1.09 $ 0.71 $ 0.54
Discontinued operations $ 0.53 $ (0.21 ) $ 0.11 $ (0.25 )
Total $ 1.59 $ 0.87 $ 0.81 $ 0.28
 
Diluted:
Continuing operations $ 1.06 $ 1.08 $ 0.70 $ 0.54
Discontinued operations $ 0.53 $ (0.21 ) $ 0.11 $ (0.25 )
Total $ 1.59 $ 0.87 $ 0.81 $ 0.28
 
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic   9,741   9,696     9,738   9,690  
Diluted   9,747   9,702     9,743   9,702  
 

CSS INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

( Unaudited)
(In Thousands)

 
     
September 30, March 31, September 30,
2011 2011 2010

ASSETS
 
CURRENT ASSETS
Cash and cash equivalents $ 614 $ 48,577 $ 2,028
Accounts receivable, net 117,522 42,411 119,490
Inventories 91,342 69,093 88,963
Deferred income taxes 3,869 4,051 5,890
Other current assets 16,775 13,268 12,753
Current assets of discontinued operations   37,861   14,914   56,001
 
Total current assets   267,983   192,314   285,125
 
PROPERTY, PLANT AND EQUIPMENT, NET   30,950   32,345   38,889
 
DEFERRED INCOME TAXES   4,586   8,854   5,000
 
OTHER ASSETS
Goodwill 17,233 17,233 17,233
Intangible assets, net 30,553 31,408 32,394
Other 9,278 4,769 3,906
Long-term assets of discontinued operations   -   -   8,694
 
Total other assets   57,064   53,410   62,227
 
Total assets $ 360,583 $ 286,923 $ 391,241
 

LIABILITIES AND STOCKHOLDERS' EQUITY
 
CURRENT LIABILITIES
Short-term debt $ 44,200 $ - $ 55,690
Current portion of long-term debt - 66 264
Accrued customer programs 6,801 4,279 7,917
Other current liabilities 54,055 38,245 71,622
Current liabilities of discontinued operations   9,385   3,910   16,740
 
Total current liabilities   114,441   46,500   152,233
 
LONG-TERM OBLIGATIONS   4,603   4,764   4,871
 
STOCKHOLDERS' EQUITY   241,539   235,659   234,137
 
Total liabilities and stockholders' equity $ 360,583 $ 286,923 $ 391,241
 

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